Today, the Solicitor General filed a petition for a writ of certiorari in United States v. Newman, 773 F.3d 438 (2d Cir. 2014), asking the United States Supreme Court to address the standard for insider trading in a...more

Federal Reserve Releases First Determination of Aggregate Consolidated Liabilities of all Financial Companies -
On July 1, the Federal Reserve Board released its first determination of the aggregate consolidated...more

Courts have sought to simplify their approach to determining whether an action is derivative or direct — a determination that the Delaware Supreme Court has acknowledged “is sometimes difficult.” Tooley v. Donaldson, Lufkin &...more

SEC Commissioner Daniel Gallagher published a statement explaining his dissent in two recent enforcement actions in which the Chief Compliance Officer of an investment adviser was charged, noting that the trend in such...more

The SEC filed two actions centered on an advisory firm that serves on high net worth individuals, primarily current and former professional athletes. The actions are based on the theft of client funds and a failure to...more

2008 marked the height of the global financial crisis. The intervening years have seen criticism of financial regulators, a variety of enforcement activities and a raft of regulatory reforms. Hong Kong and its Securities and...more

A major for-profit education corporation is facing a lawsuit from the U.S. Securities and Exchange Commission (SEC) because of allegedly fraudulent activity by the company’s chief executive officer and chief financial...more

Delaware corporations should be aware of the latest trend in strike suits being pursued by stockholder plaintiff law firms. Such lawsuits are increasingly being filed to challenge so-called "dead hand proxy put" provisions in...more

In December 2014, the tribunal handed down a decision that partly upheld the FCA's findings in respect of Ms Burns in connection with her conduct as a non-executive director (CF2) of two mutual societies. The tribunal found...more

A just-issued Court of Chancery decision clarifies, and possibly expands, creditors' rights. In 2007, the Delaware Supreme Court ruled that a corporation's creditors may sue its board of directors for violating its fiduciary...more

Why it matters -
A shareholder suit against a bank holding company and its directors and officers was precluded by the Federal Deposit Insurance Corporation’s (FDIC) receivership of the underlying failed bank, the...more

The SEC sanctioned a registered investment adviser for breaching its fiduciary duty by failing to disclose to its clients a conflict of interest created by a portfolio manager’s outside business activity and personal...more

There is a long line of decisions that holds when the parties set out their mutual rights and obligations in a contract, only contract law governs and a breach of fiduciary duty claim cannot also be brought....more

A staple of SEC enforcement in recent years has been offering fraud and Ponzi scheme cases. This week the Commission filed two more of these actions, one an offering fraud targeting military personnel and a second and...more

What you need to know:
Public companies and practitioners alike have historically relied on the “bespeaks caution” doctrine, meaning that qualifying a statement as a belief was an effective disclaimer that the statement...more

The United States Supreme Court in Omnicare, Inc., et al. v. Laborers District Council Construction Industry Pension Fund, et al., clarified standards for liability that a company issuing securities may face through...more

The former President and CEO of a public company repeatedly charged personal expenses to the firm largely by falsifying documents and records. Although the executive admitted certain misdeeds to internal investigators...more

Deciding this Term’s big securities case, a unanimous Supreme Court held on March 24 that a statement of opinion does not become actionable under the “untrue statement of material fact” clause of section 11 of the Securities...more

On March 24, 2015, the U.S. Supreme Court held that a pure statement of opinion in a securities registration statement is not an “untrue statement of a material fact” under Section 11 of the Securities Act of 1933 just...more

Today, SCOTUS issued its opinion in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund. In the case, SCOTUS answers these questions: First, when can a statement of opinion be considered a “false...more

Last week SEC Enforcement Division Director Andrew Ceresney,testified before Congress regarding the efforts of the Division and its requested for additional funding, highlighting its priorities....more

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